To: Cisco who wrote (1645 ) 5/1/1998 9:43:00 AM From: Frank Buck Respond to
Cisco,He is currently chairman and chief executive officer of InPath, LLC, located in Chicago, an in-vivo diagnostic company he founded earlier this year. >>(in March 1997, the Compensation Committee increased Mr. Gombrich's annual base salary to $225,000) and (ii) a minimum annual cash bonus equal to 30% of base salary for the relevant year, and additional bonuses as determined by the Board of Directors, at its discretion. If the Company terminates Mr. Gombrich's employment without cause or Mr. Gombrich terminates his employment for good reason or at any time after 180 days following the date on which a Change of Control (as defined below) occurs, Mr. Gombrich would be entitled to a lump-sum severance payment equal to three times his annual salary. In addition, upon the occurrence of a Change of Control, any stock options held by Mr. Gombrich would immediately vest and be fully exercisable. For purposes of the Gombrich Employment Agreement, a Change of Control shall be deemed to occur if: (i) any third party directly or indirectly acquires 20% or more of the outstanding Common Stock, (ii) the Company engages in a merger, consolidation or reorganization that results in holders of Common Stock immediately prior to such transaction holding less than a majority of the voting power of the resulting entity, (iii) the Company sells all or substantially all of its assets or (iv) Mr. Gombrich's employment is terminated by the Company on a date within 90 days prior to the date on which a Change of Control occurs. The employment term was to continue until August 1, 1999. Thereafter, the term would have been automatically extended for additional one-year periods unless either party delivers notice of election not to extend the employment at least 60 days priorThe Company is currently negotiating a separation agreement with Mr. Gombrich. While negotiations are pending, Mr. Gombrich is serving as a consultant to the Company for which he is receiving the same salary he was entitled to under the Gombrich Employment Agreement, however, he is not receiving benefits and is not entitled to a bonus. Interesting that I didn't read anything about a non-competition clause. "just cause" . At this point I do believe that shareholders are ENTITLED to and should DEMAND answers regarding the Gombrich resignation, IE., independently tendered, requested by the Board, etc. If we are to pay Gombrich $675,000 which he can use to fund a competing diagnostic company...shareholders should be told the whole story.
